30 Annual Report 2015 2016 - Moneycontrol.com › bse_annualreports › 5117280316.pdf30 th Annual Report 2015-2016 K. Z. LEASING & FINANCE LTD . 1st Floor, Deshna Chamber, Ashram

30th

Annual Report

2015-2016

K. Z. LEASING & FINANCE LTD.

1st Floor, Deshna Chamber, Ashram Road, Usmanpura,

Ahmedabad – 380014.

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30th Annual Report: 2015-16 1 | P a g e

SAFE HARBOUR STATEMENT

In this Annual Report we have disclosed forward‐looking information [within the meaning of various laws] to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements–written and oral‐that we periodically make, contain forward‐looking statements that set out anticipated results based on the Management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward‐looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward‐looking statements, whether as a result of new information, future events or otherwise

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Important Communication to Shareholders “Green Initiative in the Corporate Governance”

Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued a circular No.17/2011 on April 21, 2011 stating that the service of document to shareholders by a Company can be made through electronic mode.

Keeping in view the underlying theme and to support this green initiative of Government in the right spirit, members who holds shares in electronic mode and who have not registered their email addresses, so far, are requested to register their email address and changes therein from time to time, with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to fill the below mentioned prescribed form, giving their consent to receive the Notices calling general meetings, audited financial statements, auditors’ report, directors’ report, explanatory statement or any other communication in electronic mode, and register the said form with Link Intime India Private Limited.

Please note that you will be entitled to be furnished, free of cost, with a physical copy of the notice, balance sheet and all other documents required by law to be attached thereto including the profit & loss account and auditors’ report etc., upon receipt of a requisition from you, any time, as a member of the Company. We are sure you would appreciate the “Green Initiative” taken by MCA and your Company’s desire to participate in such initiatives.

Email Address Registration Form

(For members who holds shares in Physical Forms) K Z LEASING AND FINANCE LIMITED

Registered Office: 1st Floor, Deshana Chamber, B/h. Kadwa pattidar Wadi, Ashram Road, Ahmedabad‐380014

Ledger Folio No._____________________ No. of Share(s) held: ________________________

NAME OF THE SHAREHOLDER / JOINT HOLDER : _________________________________________

____________________________________________________________________________________

Email Address: i)____________________________ ii)_______________________________________

Contact No. (R) __________________________M)__________________________________________

I hereby give my / our consent to receive the Notices calling general meetings, audited financial statements, auditors’ report, directors’ report, explanatory statement and all other documents required by law to be attached thereto or any other communication in electronic mode at my/our above mentioned email ID.

Signed this ____________________day of _____________________________ , 2016. Note : 1) Members are requested to send their duly completed form as above to the Registrar and Transfer Agent (RTA) namely

Link Intime India Pvt. Ltd. Unit No. 303, 3rd Floor, Shoppers Plaza V, Opp. Municipal Market, Behind Shoppers Plaza II, Off C. G. Road, Ahmedabad‐380009 Tele: 07926465179 Tele fax : 079‐26465179

2) Members are also requested to inform about any change in their email ID immediately to RTA.

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Scrip Code: BSE 511728

FORM A

Format of covering letter of the Annual Audit Report to be filed with the stock exchanges

1. Name of the Company K Z LEASING AND FINANCE LIMITED 2. Annual Financial statements for the year

ended 31st March, 2016

3. Type of Audit observation Un‐qualified

4. Frequency of observation Not Applicable

5. To be signed by

• Managing Director‐ Pravinkumar Keshavlal Patel

• Director‐ Ankit Pravinkumar Patel

• Audit Committee Chairman‐

Gandalal Ambalal Patel

Statutory Auditor of the Company —

J. M. Patel & Bros.

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Corporate Information

Founder : Late Keshavlal Zaverchand Patel _________________________________________________________________

Board of Directors Shri Pravinkumar Keshavlal Patel Chairman & Managing director

Shri Rameshbhai Narandas Patel Independent Director Shri Keshavlal Kashiramdas Patel Independent Director Shri Gandalal Ambalal Patel Independent Director Shri Ankit Pravinkumar Patel Director & CFO Shri Kantibhai Joytiram Patel Independent Director Smt. Chaitali Bharatbhai Patel Woman Director _______________________________________________________

Audit Committee Shri Gandalal Ambalal Patel, Chairman Shri Kantilal Joytiram Patel, Member Shri Pravinbhai Keshavlal Patel, Member Smt. Chaitaliben B Patel, Member _______________________________________________________

Shareholders / Investor’s Grievance Committee Shri Rameshbhai Narandas Patel, Chairman Shri Gandalal Ambalal Patel, Member

Shri Pravinbhai Keshavlal Patel, Member Smt. Chaitaliben B Patel, Member _______________________________________________________

Corporate Social Responsibility Committee Shri Rameshbhai Narandas Patel, Chairman Shri Kantilal Joytiram Patel, Member Shri Gandalal Ambalal Patel, Member _______________________________________________________

Nomination & Remuneration Committee Shri Kantilal Joytiram Patel, Chairman

Shri Rameshbhai Narandas Patel, Member Shri Gandalal Ambalal Patel, Member COMPANY SECRETARY – Mrs. Hinal Anish Shah

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Registered Office Contents Page No. 1st Floor, Deshana Chamber, Notice to the Shareholders 06 B/h Kadwa Pattidar Wadi, Directors’ Report 10 Ashram Road, Secretarial Audit Report 21 Ahmedabad‐380014 Management Discussion & Analysis Report 23

Corporate Governance Report 25 Tel.: 079-27542298 Auditor’s Certificate on Corporate Fax: 079-27543200 Governance 30

Certificate on Compliance with condition CIN: L65910GJ1986PLC008864 of Corporate Governance 30 Email Id: [email protected] Independent Auditors’ Report 31 Statutory Auditor Balance Sheet 35 J. M. Patel & Bros. Profit and Loss Account 36

Internal Auditor Notes to Accounts 37 Marmik G. Shah & Associates Cash Flow Statement 44

Secretarial Auditor Proxy Form 48 Mr. Amit Patel Attendance Slip 50

Bankers

The Navnirman Co‐Op. Bank Ltd. UCO Bank HDFC Bank Shree Kadi Nagrik Sahakari Bank Ltd.

Registrars and Transfer Agents Link Intime India Private Limited. (Formerly, Intime Spectrum Registry limited) C ‐ 13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W) Mumbai – 400078. Phone; 022‐2594 6970/78

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Notice to the Shareholders

NOTICE is hereby given that the 30th Annual General Meeting of the Members of K Z Leasing And Finance Limited will be held on Wednesday, 14th September, 2016 at 11.00 a.m. at the registered office of the Company at 1st Floor, Deshana Chamber, B/h. Kadva Patidar Wadi, Ashram Road, Ahmedabad ‐380014. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Statement of Profit and Loss Account ended on 31st March, 2016 and the Balance Sheet as at that date together with the Cash flow Statement, Report of Board of Directors and the Auditors’ Report thereon and to pass with or without modification the following resolution as Ordinary Resolution:

"RESOLVED THAT the Directors' Report to the Shareholders, Statement of Profit and Loss for the year ended 31st March, 2016 , and the Balance Sheet as at that date, the Cash Flow Statement for the year ended 31st March, 2016, together with the Auditors' Report thereon be and are hereby received and adopted."

2. To appoint a director in place of Mr. Ankit Pravinkumar Patel (holding DIN 02901371), Director who retires by rotation and being eligible, offers herself for reappointment and to pass with or without modification the following resolution as Ordinary Resolution:

"RESOLVED that Mr. Ankit Pravinkumar Patel, who retires by rotation and being eligible offers herself for re‐appointment, be and is hereby re‐appointed as Director of the Company."

3. To consider the Ratification of M/s J. M. Patel & Brothers, Chartered Accountants as the Statutory auditors of the Company and to pass, with or without modification, the following Resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and

the Companies (Audit and Auditors) Rules, 2014, the Company hereby ratifies the appointment of M/s J. M. Patel &

Brothers, Chartered Accountants, (FRN‐ 107707W) from whom Certificate pursuant to section 139 of the Companies Act,

2013 has been received, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting

(AGM) till the conclusion of the next AGM of the Company to be held in the year 2017.”

REGISTERED OFFICE: ON BEHALF OF THE BOARD 1st Floor, Deshna Chamber, FOR, K Z LEASING AND FINANCE LTD. B/h, Kadva Patidar Wadi, Ashram Road, Ahmedabad –380014. Pravinkumar K Patel Ankit P. Patel

(Chairman and Managing Director) (Director) Date: 30/07/2016 (DIN: 00841628) (DIN: 02901371) NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND, ON A POLL, VOTE INSTEAD OF HIMSELF, SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 [fifty] and holding in aggregate not more than ten (10) per cent of the total share capital of the Company. In case proxies proposed to be appointed by a Member holding more than ten(10) percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any such other person or shareholder. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting i.e.by 11.00 a.m. on Monday, 12th September, 2016. A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution / authority, as applicable.

2. The relevant details as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of Directors seeking re‐appointment as directors Item Nos. 2 above, is also annexed hereto.

3. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the registered office of the company on all working days, except Sundays, between 11 a.m. and 1 p.m. up to the date of meeting.

4. The Register of Members and the Share Transfer Books of the Company will remain closed for a period of Nine (9) days from Tuesday, 6th day of September, 2016 to Wednesday, 14th day of September, 2016 (both days inclusive).

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5. Members are requested to contact Registrar and Transfer Agent (RTA) namely Link Intime India Pvt. Ltd. Unit No. 303, 3rd Floor, Shoppers Plaza V, Opp. Municipal Market, Behind Shoppers Plaza II, Off C. G. Road, Ahmedabad‐380009 for recording any change of address, bank mandate, ECS or nominations, and for redressal of complaints contact the Compliance Officer at the Registered Office of the Company.

6. The equity shares of the company are available for dematerialization, as the company has entered into an agreement with National Securities Depository Limited (NSDL) and the Central Depository Services Limited (CDSL). Those shareholders who wish to hold the company’s share in electronic form may approach their depository participants.

7. Section 72 of the Companies Act, 2013, extends the nomination facility to individual shareholders of the Company. Therefore, the shareholders holding share certificates in physical form and willing to avail this facility may make nomination in Form SH 13, which may be sent on request. However, in case of demat holdings, the shareholders should approach to their respective depository participants for making nominations.

8. Members who hold shares in dematerialized form are requested to bring their client ID and DP ID numbers for easy identification of attendance at the meeting.

9. Members are requested to bring their copies of Annual Report at the meeting. Shareholders seeking any information with regard to account are requested to write to the Company early so as to enable the Management to keep the information ready.

10. Members / Proxies are requested to bring with them the attendance slip duly filled in and hand it over at the entrance.

11. Members, who have multiple accounts in identical names or joint names in same order are requested to intimate M/s. Link Intime (India) Pvt. Ltd., the Ledger Folios of such accounts to enable the Company to consolidate all such share holdings into one account.

12. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e‐mail address either with the Company or with the Depository. Members who have not registered their e‐mail addresses so far are requested to register their e‐mail address so that they can receive the Annual Report and other communication from the Company electronically. Members holding shares in demat form are requested to register their e‐mail address with their Depository Participant(s) only. Members of the Company, who have registered their e‐mail address, are entitled to receive such communication in physical form upon request.

13. Voting through electronic means:

Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means. The Members desiring to vote through electronic mode may refer to the detailed procedure on e‐voting given hereinafter:

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 10th September, 2016 at 9.00 a.m. and ends on 13th September, 2016 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut‐off date (record date) of 6th September, 2016, may cast their vote electronically. The e‐voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e‐voting website www.evotingindia.com (iii) Click on Shareholders. (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting

of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha‐numeric *PAN issued by Income Tax Department (Applicable for both demat

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shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are requested

to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e‐voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e‐voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the K Z Leasing And Finance Limited on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If

you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code

and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for Non – Individual Shareholders and Custodians

• Non‐Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e‐voting, you may refer the Frequently Asked Questions (“FAQs”) and e‐voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

i) Mr. Amit K. Patel, Practicing Company Secretary (C.O.P – 15068) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e‐voting process in a fair and transparent manner.

ii) The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e‐voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

iii) The Results declared along with the report of the Scrutinizer shall be placed on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

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Explanatory Statements pursuant to section 102[1] of the Companies Act, 2013.

The following statements set out all material facts relating to Special Businesses mentioned in the accompanying Notice.

Profile of Retiring Directors: Item No. 2 Name Ankit Pravinkumar PatelQualification Bcom. , M.com.Experience Over 10 years of wide ranging experience in Finance AreaOther Directorship K Z Cotspin LimitedChairman / Member of the Committees of the Board of the other companies on which he is a director

None

No. of shares held in the company 5551 Equity shares of Rs. 10 each Disclosure of the relationships Ankit P. Patel is the son of Mr. Pravinbhai K Patel, Chairman and

Managing Director and husband of Mrs. Chaitali A. Patel, Director of the Company.

REGISTERED OFFICE: 1st Floor, Deshna Chamber, BY ORDER OF THE BOARD B/h, Kadva Patidar Wadi, FOR, K Z LEASING AND FINANCE LTD. Ashram Road, Ahmedabad –380014.

Pravinkumar K Patel Ankit P Patel

Date: 30/07/2016 (Chairman and Managing Director) (Director) (DIN: 00841628) (DIN: 02901371)

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Directors’ Report

Your Directors are pleased to present the Company’s 30th Annual Report and the audited accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS FOR THE YEAR 2015‐16: (Amount in Rs.)

PARTICULARS 2015-16 2014-15

Income From Operation 17,28,448.00 10,61,294.00 Other Income 57,08,587.00 71,83,207.27 Total Income 74,37,035.00 82,44,501.27 Less: Operational Expenses 39,07,035.00 36,54,205.80 Profit before Interest, Depreciation 35,30,000.00 45,90,295.47 Less :Depreciation and Finance Cost 1,11,371.00 32,624.00 Profit/ Loss Before Tax 11,89,437.00 31,40,586.52 Less: Tax expenses 0.00 7,13,881.50 Profit/ Loss After Tax 11,89,437.00 24,26,705.02

PERFORMANCE REVIEW: During the year under review, the Company has generated total revenue of Rs. 74,37,035 as against Rs 82,44,501.27 of the previous financial year. The net profit for the year under review has been Rs. 11,89,437 as against Rs. 24,26,705.02 during the previous financial year. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

DIVIDEND & APPROPRIATIONS: In order to conserve the resources, in the year 2015‐16, the Directors do not recommend any dividend for the year under review.

BOARD OF DIRECTORS:

1. Mr. Ankit Pravinkumar Patel (DIN: 02901371), Director of the Company retires by rotation and, being eligible, offers himself for re‐appointment.

2. Independent Directors: The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company, Joint Venture Company or Associate Company.

PUBLIC DEPOSIT: During the year under review your Company has not accepted deposit form public as envisaged by Chapter V of the Companies Act, 2013 and as per rules and regulations framed by Reserve Bank of India for Non Banking Finance Companies.

CHANGE IN THE NATURE OF BUSINESS: There is no Change in the nature of the business of the Company done during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO:

As required by the provisons of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption are not applicable and hence, not given. The Company has no Foreign Exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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No such material changes and commitments, affecting the financial position of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

CHANGES IN SHARES CAPITAL: The Company has not made any changes in the share capital of the company during the year under review.

INSURANCE: All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its assets in order to mitigate the risk.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS’ REPORT: In view of the internal process of re‐alignment at the Statutory Auditors’ firm, M/s. J. M. Patel & Bros., (FRN: 107707W), Chartered Accountants, Ahmedabad has been re‐appointed as the Statutory Auditors of the Company.

The Statutory Auditors of the Company, M/s. J. M. Patel & Bros., (FRN: 107707W), Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. J. M. Patel & Bros. to the effect that their appointment, will be as per the requirements laid down under Section 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Statutory Auditors have expressed its intention to hold office from the conclusion of the 29th Annual General Meeting of the Company, up to the conclusion of the 34th Annual General Meeting pursuant to the provisions of the said sections, subject to ratification of the appointment at every Annual General Meeting.

Accordingly, a resolution is being submitted to the Members for the ratification of appointment of M/s. J. M. Patel & Bros., Chartered Accountants and to allow the Board to fix their remuneration for the current year. II. Auditors’ Report: The Auditors’ Report does not contain any adverse remark(s) and hence no comments required. The notes of accounts referred to in the auditors’ report are self explanatory and therefore do not require any further comments.

III. INTERNAL CONTORL SYSTEM Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has proper system of Internal Control and it has also appointed internal auditor to look after the matters of internal control.

IV. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Mr. Amit K. Patel, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2016. Secretarial Audit Report is attached to this report as Form MR‐3. The Board has duly reviewed the Secretarial Auditor’s Report and the observations and comments, appearing in the report are self‐explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR): The Board of your Company has constituted a CSR Committee. As on 31 March, 2016, the Committee comprises three Directors. CSR Committee has recommended to the Board, a CSR Policy, indicating the activities to be undertaken by the Company, which is approved by the Board and carried to the Annual Report.

The company’s net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.

ENVIRONMENT, HEALTH AND SAFETY: The Company is a Non banking finance company hence it is not in such activity which affects the environment adversely, however, it accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. Vigil Mechanism / Whistle Blower Policy: The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

ii. Business Conduct Policy:

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The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti‐bribery and avoidance of other corruption practices by the employees of the Company.

AUDIT COMMITTEE: The Audit Committee comprises of 4 members namely, Chairman Shri Gandalal Ambalal Patel, Shri Kantilal Joytiram Patel, Smt. Chaitaliben B. Patel and Shri Pravinbhai Keshavlal Patel. The audit committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The Meetings of Audit committee was held four times on during the financial year and further details of attendance of directors in the Committee meeting are mentioned in Corporate Governance Report.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company’s Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board’s approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND: The company has not declared dividend in any of the previous seven years and hence there is no fund lying as unclaimed/unpaid dividend and hence it is not required to transfer to IEPF Account.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE: Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the erstwhile Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company’s Auditors confirming the compliance with the code of Corporate Governance as enumerated in prescribed in the erstwhile Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is annexed hereto.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT: Management’s Discussion and Analysis Report for the year under review, as stipulated under erstwhile Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 executed with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUITY SHARES: As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE 006C01015. Presently shares are held in electronic and physical mode (81.84% of shares in demat, 18.16% in physical mode).

LISTING: The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: The Board of Directors duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of board of directors and the attendance of the directors in the same is mentioned in Corporate Governance Report. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE: The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Audit Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

`


NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remuneration Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal Act, 2013): The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

DIRECTORS’ RESPONSIBILITY STATEMENT: In terms of section 134[3] [c] of the Act, your Directors state that:

a) in the preparation of the annual financial statements for the year ended on 31st March, 2016, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit of the company for the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

d) the annual financial statements are prepared on a going concern basis,

e) proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

f) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186: During the period under report, the Company has not provided guarantee to any person or Body Corporate. It has given current Loans to some parties in its ordinary course of business and as it is an NBFC company, it is outside the purview of Section 186 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN: Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith as MGT‐9 and forming part of the report.

RISK MANAGEMENT POLICY: The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of contracts or arrangements with related parties are given in the prescribed Form AOC‐2 appended herewith as Annexure‐A. ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Company’s bankers and customers, vendors and investors for their continued support during the year.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well. REGISTERED OFFICE: BY ORDER OF THE BOARD 1st Floor, Deshna Chamber, FOR, K Z LEASING AND FINANCE LTD. B/h, Kadva Patidar Wadi, Ashram Road, Ahmedabad –380014. Pravinkumar K Patel Ankit P Patel Date: 30‐07‐2016 (Chairman and Managing Director) (Director)

(DIN: 00841628) (DIN: 02901371)

`


ANNEXURE‐A FORM NO. AOC ‐2

(Pursuant to clause (h) of sub‐section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length Basic: SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship NILb) Nature of contracts/arrangements/transaction NILc) Duration of the contracts/arrangements/ transaction NILd) Salient terms of the contracts or arrangements or transaction including the value, if any NILe) Justification for entering into such contracts or arrangements or transactions’ NILf) Date of approval by the Board NILg) Amount paid as advances, if any NILh) Date on which the special resolution was passed in General meeting as required under first proviso

to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm’s length Basic:

Sr. No.

Name(s) of the related party and nature of relationship

Nature of Contracts /arrangements /Transactions

Salient terms of the contracts of arrangements or transactions including value, if any:

Duration of Contracts/arrangements/ Transactions

Date(s) of the approval by the Board and Audit Committee, if any

Amount paid as advances, If any

1 Mr. Pravinbhai Keshavlal Patel

Managing director

Salary of Rs. 20,000 per month & allowance of Rs. 1600 per month aggregating to Rs. 2,59,200

From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

2 Mr. Ankit Pravinkumar Patel

Director 1) Salary of Rs. 29,166.67 per month & allowance of Rs. 1600 per month aggregating to Rs. 3,69,200. 2) Interest paid of Rs. 1,78,062


3 Mrs. Chaitali Bharatbhai Patel

Director Salary of Rs. 29,166.67 per month & allowance of Rs. 1600 per month aggregating to Rs. 3,69,200


4 Mr. Gandalal Ambalal Patel

Director allowance of Rs. 1600 per month aggregating to Rs. 19,200


5 Mr. Kantibhai Joytiram Patel

Director allowance of Rs. 1600 per month aggregating to Rs. 19,200


6 Mr.Amratlal Kashiram patel

Relative Interest paid of Rs. 4473 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

7 Mrs. Anandiben Vishnubhai Patel


8 Mr.Babulal K. Patel Relative Interest paid of Rs.11651 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil9 Mrs. Bhagwatiben

Gandlal Patel Relative Interest paid of Rs. 95352 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

10 Mr. Bharatbhai B.Patel Relative Interest paid of Rs. 3822 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil11 Dhyani Hardik Patel Relative Interest paid of Rs. 3640 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil12 Mr.Dipak Gandalal Patel Relative Interest paid of Rs. 4913 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil13 Mr. Gandalal Ambalal

Patel Director Interest paid of Rs. 3430 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

14 Mr. Hardik P.Patel Relative Interest paid of Rs. 1,38,279 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil15 J.K.Patel & Company Relative Interest paid of Rs. 4812 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil16 Mrs. Kailashben

Kirtikumar Patel Relative Interest paid of Rs. 4581 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

17 Mrs. Kailashben Pravinbhai Patel

Relative Interest paid of Rs. 4,75,898 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

18 Mr. Kantilal Joitaram Patel

Director Interest paid of Rs. 11,828 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

19 Mrs. Kapilaben B. Patel Relative Interest paid of Rs. 3,844 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

20 Mrs. Kena Hardik Patel Relative Interest paid of Rs. 4,18,938 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

`


21 Mr. Kirtikumar Prahladbhai Patel


22 Mrs. Lataben N. Patel Relative Interest paid of Rs. 78,015 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

23 Mr. Manilal Joitaram Patel


24 Mrs. Manjulaben Kantilal Patel


25 Mr. Manubhai Joitaram Patel


26 Mr. Mihir Patel Relative Interest paid of Rs. 3822 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil27 Mrs. Mina R.Patel &

Menaben R. Patel Relative Interest paid of Rs. 990 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

28 Mrs. Mitaben M. Patel & Menaben R. Patel


29 Mrs. Mitaben Mukeshbhai Patel


30 Mr. Mohanbhai Joitaram Patel


31 Mrs. Parulben G Patel Relative Interest paid of Rs. 1716 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil32 Mrs. Sejal Kantilal Patel Relative Interest paid of Rs. 314 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil33 Mrs. Sejal Gandalal Patel Relative Interest paid of Rs. 4535 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil34 Mrs. Shardaben Manilal

Patel Relative Interest paid of Rs. 3576 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

35 Mrs. Sushilaben Manubhai Patel


36 Mrs. Vidhyaben Sitaram Patel


37 Mr.Vishnubhai Prabhudas Patel


38 Keshavlal Z Patel HUF Relative Interest paid of Rs. 1,67,023 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil39 Pravinkumar & Company Director Interest paid of Rs. 11,386 From 1st April, 2015 to 31st March, 2016 27/05/2015 Nil

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS: i CIN L65910GJ1986PLC008864 ii Registration Date 07/08/1986iii Name of the Company K Z LEASING AND FINANCE LIMITED

iv Category/Sub‐category of the Company

Non‐Government Company

v Address of the Registered office & contact details

1ST FLOOR DESHANA CHAMBER, B/H KADWAPATTIDAR WADI, ASHRAM ROAD AHMEDABAD‐380001

vi Whether listed company YES

vii Name , Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Private Limited, C‐13, Pannalal Silk mills Compound, L.B.S. Marg, Bhandup (W), Mumbai‐400078 Phone No. 022‐25946970/78

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL No

Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1 FINANCE AND FINANCIAL SERVICES 65 100

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES Sl No Name & Address of the Company

CIN/ GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

1 2

`


IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) Category of Shareholders No. of Shares held at the beginning of the

year No. of Shares held at the end of the year % change during

the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters (1) Indian a) Individual/HUF 639444 0 639444 21.03 701253 0 701253 23.06 61809 2.03b) Central Govt.or State Govt. 0 0 0 ‐ 0 0 0 ‐ 0 ‐c) Bodies Corporates 0 0 0 ‐ 0 0 0 ‐ 0 ‐d) Bank/FI 0 0 0 ‐ 0 0 0 ‐ 0 ‐‐e) Any other 0 0 0 ‐ 0 0 0 ‐ 0 ‐SUB TOTAL:(A) (1) 639444 0 639444 21.03 701253 0 701253 23.06 61809 2.03(2) Foreign a) NRI‐ Individuals 0 0 0 ‐ 0 0 0 ‐ 0 ‐b) Other Individuals 0 0 0 ‐ 0 0 0 ‐ 0 ‐c) Bodies Corp. 0 0 0 ‐ 0 0 0 ‐ 0 ‐d) Banks/FI 0 0 0 ‐ 0 0 0 ‐ 0 ‐e) Any other… 0 0 0 ‐ 0 0 0 ‐ 0 ‐SUB TOTAL (A) (2) 0 0 0 ‐ 0 0 0 ‐ 0 ‐Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

639444 0 639444 21.03 701253 0 701253 23.0 61809 2.03

B. PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds 0 0 0 ‐ 0 0 0 ‐ 0 ‐b) Banks/FI 0 0 0 ‐ 0 0 0 ‐ 0 ‐C) Central Govt. 0 0 0 ‐ 0 0 0 ‐ 0 ‐d) State Govt. 0 0 0 ‐ 0 0 0 ‐ 0 ‐e) Venture Capital Fund 0 0 0 ‐ 0 0 0 ‐ 0 ‐f) Insurance Companies 0 0 0 ‐ 0 0 0 ‐ 0 ‐g) FIIS 0 0 0 ‐ 0 0 0 ‐ 0 ‐h) Foreign Venture Capital

Funds 0 0 0 ‐ 0 0 0 ‐ 0 ‐

i) Others (specify) 0 0 0 ‐ 0 0 0 ‐ 0 ‐SUB TOTAL (B)(1): 0 0 0 ‐ 0 0 0 ‐ 0 ‐(2) Non Institutions a) Bodies corporate i) Indian 216044 6100 222144 7.30 158164 6100 164264 5.40 ‐57880 ‐1.90ii) Overseas 0 0 0 ‐ 0 0 0 ‐ 0 ‐

b) Individuals i) Individual shareholders

holding nominal share capital upto Rs.1 lakhs

630498 550910 1181408 38.85 568505 546110 1114615 36.65 ‐66793 ‐2.20

ii) Individualshareholders holding nominal share capital in excess of Rs. 1 lakhs

945360 0 945360 31.09 966290 0 966290 31.77 20930 0.69

Hindu Undivided Family 14765 0 14765 0.49 84693 0 84693 2.79 69928 2.30 Clearing Member 33392 0 33392 1.10 9445 0 9445 0.31 ‐23947 ‐0.79

NRI and Foreign Co. 4687 0 4687 0.15 640 0 640 0.02 ‐4047 ‐0.13SUB TOTAL (B)(2): 1844746 557010 2401756 78.97 1787737 552210 2339947 76.94 ‐61809 ‐2.03Total Public Shareholding (B)= (B)(1)+(B)(2)

1844746 557010 2401756 78.97 1787737 552210 2339947 76.94 ‐61809 ‐2.03

C. Shares held by Custodian for GDRs & ADRs

0 0 0 ‐ 0 0 0 ‐ 0 ‐

Grand Total (A+B+C) 2484190 557010 3041200 100.00 2488990 552210 3041200 100.00 0 0

`


(ii)

SHARE HOLDING OF PROMOTERS

Sl No.

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year %

change in share holding during the year

No of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

No of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

1 Menaben Keshavlal Family Trust 1,50,000 4.93 0 1,50,000 4.93 0 ‐ 2 Kailashben Pravinbhai Patel 1,50,000 4.93 0 1,50,000 4.93 0 ‐ 3 Gandalal Ambalal Patel 91,100 3.00 0 91,100 3.00 0 ‐

4 Keshavlal Zaverchand Patel Family Trust 88,400 2.91 0 88,400 2.91 0 ‐

5 Hardik Pravinbhai Patel 39,100 1.29 0 39,100 1.29 0 ‐ 6 Pravinbhai Keshavlal Patel 15,100 0.50 0 15,100 0.50 0 ‐ 7 Patel Rameshbhai Narandas 2,500 0.08 0 2,500 0.08 0 ‐ 8 Patel Kena Hardik 94,744 3.12 0 1,50,002 4.93 0 1.19 9 Chaitali Ankitbhai Patel 8500 0.28 0 9,500 0.31 0 0.03 10. Ankit Pravinkumar Patel 0 0 0 5551 0.18 0 0.18

Total 6,39,444 21.03 0 7,01,253 23.06 0 2.03

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No.

Share holding at the beginning of the Year

Cumulative Share holding during the year

No. of Shares

% of total shares of the company

No of shares


At the beginning of the year 6,39,444 21.04

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

AS PER ANNEXURE‐B

At the end of the year 7,01,253 23.06

(iv ) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No

For Each of the Top 10 Shareholders



No. of Shares


No of shares


At the beginning of the year 608216 20.00

Date wise increase/decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

AS PER ANNEXURE ‐C

At the end of the year (or on the date of separation, if separated during the year) 712945 23.44

(v) Shareholding of Directors & KMP

Sl. No

For Each of the Directors & KMP



No. of Shares


No of shares


At the beginning of the year 117200 3.86 117200 3.86

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

AS PER ANNEXURE‐D

At the end of the year 123751 4.07 123751 4.07

`

I

TCARNI

T

V

AS

BSNo

CSN

V. IN

ndebtness at thi) Principal Amii) Interest dueiii) Interest acc

Total (i+ii+iii) Change in IndebAdditions Reduction Net Change ndebtedness ati) Principal Amii) Interest dueiii) Interest acc

Total (i+ii+iii)

VI. REMUNERA

A RemuneSl.No

1 (a) SalarTax. 196(b) Value(c ) ProfAct, 196

2 Stock op3 Sweat E4 Commis

as % of pothers :

5 Others, Total (ACeiling a

B. RemunerationSl. No Particulars1 Independe

(a) Fee f(b) Com(c ) Othe

Total (1) 2 Other Non

(a) Fee f(b) Com(c ) Othe

Total (2) Total (B)=(

C. REMUNERATISl. No 1

(a) Salary(b) Value

NDEBTEDNESS

Indebtedn

he beginning of tmount e but not paid crued but not du

btedness during

t the end of the mount e but not paid crued but not du

ATION OF DIRECT

eration to Mana

ry as per provisio61. e of perquisites its in lieu of sala61 ption quity ssion profit ALLOWANCE please specify

A) as per the Act

n to other direc

s of Remuneratient Directors for attending bomission ers, please speci

n Executive Direfor attending bomission ers, please speci

(1+2)

ION TO KEY MA

y as per provisioe of perquisites u

ness of the Comp

the financial yea

ue

the financial ye

financial year

ue

TORS AND KEY M

aging Director, WParticular

Gross salaryons contained in

u/s 17(2) of theary under section

ctors

ion

ard committee

fy (Allowance)

ctors ard committee

fy

NAGERIAL PERS

ParticularGross

ns contained in u/s 17(2) of the I

pany including i

ar

ear

MANAGERIAL P

Whole time dirers of Remunerat

y n section 17(1) o

Income tax Act,n 17(3) of the In

meetings

meetings

SONNEL OTHER T

rs of Remunerats Salary section 17(1) ofIncome Tax Act,

3

nterest outstanSecured Loa

excluding dep

4225

4225

(3288

38,

38,

ERSONNEL

ctor or Managetion

of the Income

, 1961 come Tax

Gandab

THAN MD/MAN

tion

f the Income Tax 1961

30th Annual

ding/accrued bans posits

944.43

0 0

944.43

0 873.43)

0

97,071 0 0

97,071

r:

Pravinkumar Patel (M

2,40,000

0

0

0 0 0 0

19,200 0

2,59,200 1,30,838.07

bhai A Patel 0 0

19200 19200

0 0 0

19200

NAGER/WTD

x Act, 1961.

Report: 20

ut not due for pDeposit

0000

000

0000

K. D) Ankit P.Pa

3,50,00

0

0

0 0 0 0

19,200

3,69,20‐

Name

Ke

015-16 18

payment Unse

Lo

0 0 0 0

0 0 0

0 0 0 0

atel Ch

00 3

00

00 3‐

e of the DirectorKant

ey Managerial P

8 | P a g e

ecured oans

1,49,67,107 0 0

1,49,67,107

0 (12,03,735 )

0

1,37,63,372 0 0

1,37,63,372

aitali P. Patel

,50,000

0

0

0 0 0 0

19,200 0

,69,200

rs tibhai J. Patel

0 0

19200 19200

0 0 0

19200

Personnel

`

V

APPCBPPCCPPC

CS

(c ) Profit2 Stock Op3 Sweat Eq4 Commiss

as % of pothers, sp

5 Others, pTotal

VII. PENALTIES

Ty

A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICPenalty Punishment Compounding

ANNCHANGE IN PROSH.No

.

1. Kena H

ts in lieu of salartion quity sion profit pecify please specify

S/ PUNISHMENT

ype

ERS IN DEFAULT

NEXURE‐B MOTERS' SHARName

Hardik Patel

ry under section

T/ COMPPOUND

Section ofCompanies

T

EHOLDING ( SPEShare

No.of Shareat the

beginning (01/04/2015

9474

17(3) of the Inc

DING OF OFFENC

f the s Act

BDesc

ECIFY IF THERE Ieholding

s

5)

% of shares of the Company

44 3.12

3

come Tax Act, 19

CES

rief ription

D

Co

S NO CHANGE)Date

28/04/15 30/04/15 05/05/15 06/05/15 08/05/15 14/05/15 15/05/15 03/06/15 04/06/15 05/06/15 08/06/15 09/06/15 10/06/15 12/06/15 10/07/15 20/07/15 31/07/15 06/08/15 07/08/15 25/08/15 27/08/15 28/08/15 31/08/15 01/09/15 02/09/15

30th Annual

961

etails of PenaltyPunishment/

ompounding feeimposed

Increase/Decse In

Shareholdin

15 425 100 502 2533 4449 553 450 200 200 300 2200 2162 17 26

1500 2

19606 9849 552 599 200 352 3547 2604

Report: 20

y/

es Authori/NCLT /

crea

ng

Reason

PurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchasePurchase

015-16 19

ty (RD /Court)

Appeany (

CumuShareholdinyear (01/0

31/03No.of Shares

e 94759 e 95184 e 95284 e 95786 e 98319 e 102768 e 103321 e 103771 e 103971 e 104171 e 104471 e 106671 e 108833 e 108850 e 108876 e 110376 e 110378 e 129984 e 139833 e 140385 e 140984 e 141184 e 141536 e 145083 e 147687

9 | P a g e

eall made if (give details)

ulative ng During tha 04/2015p to 3/2016) % Of total Shares OF the Company

3.12 3.13 3.13 3.15 3.23 3.38 3.39 3.41 3.42 3.43 3.44 3.51 3.57 3.58 3.58 3.63 3.63 4.27 4.59 4.62 4.64 4.64 4.65 4.77 4.86

`


03/09/15 800 Purchase 148487 4.88 10/09/15 101 Purchase 148588 4.89 11/09/15 2 Purchase 148590 4.89 15/09/15 561 Purchase 149151 4.90 16/09/15 850 Purchase 150001 4.93 21/09/15 1 Purchase 150002 4.93

2. Chaitali Ankitbhai Patel 8500 0.28 29/4/2015 1000 Purchase 9500 0.31

3. Ankit P. Patel 0 ‐ 09/10/15 201 Purchase 201 0.01 19/10/15 11 Purchase 212 0.01 20/10/15 1 Purchase 213 0.01 17/12/15 212 Purchase 425 0.014 21/12/15 943 Purchase 1368 0.04 22/12/15 200 Purchase 1568 0.05

31/12/15 402 Purchase 1970 0.06 10/02/16 27 Purchase 1997 0.07

21/03/16 3554 Purchase 5551 0.18

ANNEXURE C (IV) SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS (other than Direcors, Promoters & Holders of GDRs & ADRs)

Shareholding in the beginning of the year Shareholding at the end of the year

Sr. No.

Name of the Shareholder No. Of Shares held

% of Shareholding

Sr. No.

Name of the Shareholder No. Of Shares held

% of Shareholding

1. Babubhai Kashiram Patel 71500 2.35 1. Amrav Babulal Dugar 143940 4.73 2. Chandrakant Mohanbhai Patel 71500 2.35 2. Chandrakant Mohanbhai Patel 71500 2.35 3. Lataben Natvarlal Patel 71500 2.35 3. Lataben Natvarlal Patel 71500 2.35 4. Rakeshkumar Ramanlal Patel 66500 2.19 4. Babubhai Kashiram Patel 71500 2.35 5. Shardaben Baldevbhai Patel 60800 1.99 5. Rakeshkumar Ramanlal Patel 66500 2.19 6. Mithani Investments Pvt. Ltd 56908 1.87 6. Babulal Dugar 64397 2.12 7. JM Financial Services Limited 55608 1.83 7. Shardaben Baldevbhai Patel 60800 1.99 8. Bhaveshbhai Baldevbhai Patel 53800 1.77 8. Mithani Investments Pvt. Ltd 56908 1.87 9. Ramanbhai Joitaram Patel 52100 1.71 9. Bhaveshbhai Baldevbhai Patel 53800 1.77 10. Amrav Babulal Dugar 48000 1.58 10. Ramanbhai Joitaram Patel 52100 1.71 Total 608216 20.00 Total 712945 23.44

ANNEXURE‐D (v) Shareholding of Directors & KMP

SH.No.

Name Shareholding Date Increase/Decrease In Shareholding

Reason Cumulative Shareholding During tha year (01/04/2015

to 31/03/2016)

No.of Shares at the beginning (01/04/2015)

% of shares of the Company

No.of Shares

% Of total Shares OF the Company

1 Chaitali Ankitbhai Patel 8500 0.28 29/4/2015 1000 Purchase 9500 0.31

2 Ankit P. Patel 0 ‐ 09/10/15 201 Purchase 201 0.01 19/10/15 11 Purchase 212 0.01 20/10/15 1 Purchase 213 0.01 17/12/15 212 Purchase 425 0.014 21/12/15 943 Purchase 1368 0.04 22/12/15 200 Purchase 1568 0.05

31/12/15 402 Purchase 1970 0.06 10/02/16 27 Purchase 1997 0.07 21/03/16 3554 Purchase 5551 0.18

`


MR‐3 Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED ON 31st March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, K Z LEASING AND FINANCE LIMITED (CIN: L65910GJ1986PLC008864)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by K Z LEASING AND FINANCE LIMITED (CIN: L65910GJ1986PLC008864) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board‐processes and compliance‐ mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as per Annexure A for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye‐laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act’):

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999 and The Securities and Ex

Documents

30 Annual Report 2015 2016 - Moneycontrol.com › bse_annualreports › 5117280316.pdf30 th Annual Report 2015-2016 K. Z. LEASING & FINANCE LTD . 1st Floor, Deshna Chamber, Ashram